Exhibit



            



Exhibit 10.2
THIRD AMENDMENT 
to the 
Dover Corporation 
Pension Replacement Plan  
(As Amended and Restated as of January 1, 2010)
WHEREAS, Dover Corporation (the “Corporation”) has heretofore adopted the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1, 2010 (the “Plan”); and
WHEREAS, in connection with the spin off of Apergy Corporation and its subsidiaries to the shareholders of the Corporation, it is necessary to amend the Plan to facilitate certain actions contemplated under that certain Employee Matters Agreement dated May 9, 2018, between the Corporation and Apergy Corporation.
NOW, THEREFORE, by virtue and in exercise of the power granted to the Dover Corporation Benefits Committee (the "Benefits Committee") under Article 9 of the Plan, the Plan is hereby amended, effective as of the date below written, by adding the following new Appendix D to the Plan:
"APPENDIX D
D.1.1    For purposes of this Appendix D, the following terms shall have the meanings set forth below.  Terms not otherwise defined in this Appendix D shall have the meaning given such terms under the Plan.
a.    'Affected Employee' means those employees of Apergy Corporation, and its subsidiaries who, as of the Effective Time, are actively employed or on a leave of absence approved by Apergy Corporation or its subsidiaries and who as of such date have an accrued Retirement Benefit under the Plan.
b.    'Effective Time' has the meaning given such term under the Separation and Distribution Agreement between the Company and Apergy Corporation dated May 9, 2018.
D.1.2    Effective as of May 1, 2018, each Affected Employee's Additional Years of Service, Applicable Percentage, Final Average Compensation, Compensation, Social Security Integration Level, and Years of Service shall be frozen as of May 1, 2018, and each such Affected Employee's Retirement Benefit under the Plan shall be converted to an actuarially equivalent lump sum determined as though such Affected Employee had a Termination of Employment immediately prior to the Effective Time and using the actuarial assumptions for such purpose as set forth in the Plan; provided, however, that for purposes of determining his or her Retirement Benefit as described in this Section D.1.2 of this Appendix D, each Affected Employee's Years of Service will include the period May 1, 2018 through December 31, 2018.   
D.1.3    Following the determination of each Affected Employee's lump sum Retirement Benefit as set forth in Section D.1.2, the lump sum value shall be reduced by the amounts necessary to pay the employee portion of any Federal Insurance Contributions Act ('FICA') taxes payable with respect to the lump sum amount and any federal, state or local income taxes that become payable by an Affected Employee as a result of the reduction for FICA taxes as permitted under Treasury Regulation Section 1.409A-3(j)(4)(vii) using tax rate and other assumptions as determined by the Company.
D.1.4    As of the Effective Time, the liability for the value of the lump sum Retirement Benefit of each Affected Employee, as determined in accordance with Section D.1.3 of this Appendix D, shall be assumed by Apergy Corporation or one of its subsidiaries, and shall be administered in accordance with the Apergy Executive Deferred Compensation Plan and shall cease to be a liability of the Company."






            



IN WITNESS WHEREOF, the Benefits Committee has caused this amendment to be executed by its duly authorized member, this 8th day of May, 2018.
The Benefits Committee 


By:/s/ Jay L. Kloosterboer